Vertiv Holdings completes $1.0B cash acquisition of PurgeRite

Vertiv Holdings Co completed its previously announced acquisition of Purge Rite Intermediate, LLC ("PurgeRite") on December 4, 2025.

Rhea-AI Filing Summary

Vertiv Holdings Co completed its previously announced acquisition of Purge Rite Intermediate, LLC ("PurgeRite") on December 4, 2025. Vertiv paid approximately $1.0 billion in upfront cash consideration, subject to customary adjustments for working capital, indebtedness and expenses, plus the possibility of up to an additional $250 million in cash based on post-closing performance metrics of the acquired business.

PurgeRite provides mechanical flushing, purging and filtration services for data centers and other facilities, expanding Vertiv’s presence in critical infrastructure services. The transaction was completed under the Securities Purchase Agreement dated October 31, 2025, and Vertiv also issued a press release announcing the closing.

Insights

Equity analyst – industrials and infrastructure services

Vertiv closed a sizable cash acquisition of PurgeRite with an earn-out tied to performance.

Vertiv has completed the purchase of PurgeRite for approximately $1.0 billion in upfront cash, plus up to $250 million in additional cash based on post-closing performance metrics. This structure combines a large immediate cash outlay with a contingent earn-out that links part of the price to how the acquired business performs after closing.

PurgeRite delivers mechanical flushing, purging and filtration services for data centers and other facilities, which fits within Vertiv’s focus on data center and critical infrastructure solutions. Paying entirely in cash means an immediate cash outflow rather than share dilution, while the performance-based component may help align the final purchase price with actual results.

The acquisition closed on December 4, 2025 under the Securities Purchase Agreement dated October 31, 2025. Future company disclosures may provide more detail on PurgeRite’s revenue contribution, integration progress and whether the performance metrics trigger any of the up to $250 million in additional consideration.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Vertiv Holdings Co (VRT) announce involving PurgeRite?

Vertiv Holdings Co completed the acquisition of all outstanding interests in Purge Rite Intermediate, LLC (PurgeRite) on December 4, 2025.

How much is Vertiv paying for the PurgeRite acquisition?

Vertiv is paying approximately $1.0 billion in upfront cash consideration, plus up to an additional $250 million in cash based on post-closing performance metrics for the acquired business.

What does PurgeRite do and how does it fit Vertiv’s business?

PurgeRite provides mechanical flushing, purging and filtration services for data centers and other facilities, aligning with Vertiv’s focus on critical infrastructure and data center solutions.

When was the PurgeRite acquisition agreement originally signed by Vertiv?

The Securities Purchase Agreement governing the PurgeRite acquisition was dated October 31, 2025.

How is the additional up to $250 million consideration for PurgeRite determined?

The potential additional up to $250 million in cash is calculated based on specified post-closing performance metrics of the acquired PurgeRite business.

Did Vertiv issue a press release about closing the PurgeRite deal?

Yes. On December 4, 2025, Vertiv issued a press release announcing completion of the PurgeRite acquisition, which is attached as Exhibit 99.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/05/2025 - 06:29 AM Learn about SEC filing dates

0001674101FALSE00016741012025-12-042025-12-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 4, 2025

VERTIV HOLDINGS CO

Exact name of registrant as specified in its charter

Delaware

001-38518

81-2376902

(State or other Jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

505 N. Cleveland Ave, Westerville, Ohio 43082

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: 614-888-0246

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

VRT

New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

On December 4, 2025 (the “Closing Date”) Vertiv Corporation, an Ohio corporation (“Buyer”) and subsidiary of Vertiv Holdings Co, a Delaware corporation (the “Company”) completed the acquisition (the “Acquisition”) of all of the outstanding interests in Purge Rite Intermediate, LLC, a Delaware limited liability company (“PurgeRite”), for approximately $1.0 billion in upfront cash consideration, subject to customary adjustments for target working capital, indebtedness and expenses, plus additional potential cash consideration of up to $250 million in cash, which additional consideration shall be calculated based on post-closing performance metrics of the acquired business, pursuant to the terms and conditions of that previously announced Securities Purchase Agreement, dated as of October 31, 2025, by and between Buyer, the Company, Purge Rite and Purge Rite Holdings, LLC, a Delaware limited liability company (the “Acquisition Agreement”). PurgeRite provides mechanical flushing, purging and filtration services for data centers and other facilities.

The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, which was previously filed as Exhibit 2.1 on the Company’s Current Report on Form 8-K filed on November 3, 2025 and incorporated herein by reference. The Acquisition Agreement governs the contractual rights between the parties in relation to the Acquisition. The Acquisition Agreement is not intended to provide, modify or supplement any information about the Company, Buyer, PurgeRite or any of their respective subsidiaries or affiliates, or their respective businesses. In particular, the Acquisition Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, Buyer or PurgeRite. The representations and warranties contained in the Acquisition Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.

Item 7.01    Regulation FD

On December 4, 2025, the Company issued a press release announcing the completion of the Acquisition of PurgeRite. The full text of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein. This information, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 (d) Financial Statements and Exhibits

Exhibit No.						Exhibit Description
99.1						Press release of Vertiv Holdings Co, dated December 4, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 5, 2025			Vertiv Holdings Co
			/s/ Craig Chamberlin
			Name: Craig Chamberlin
			Title: Chief Financial Officer